Putting together a deal team to pursue an acquisition opportunity is an area where the corporate development process is advancing and sophisticated practitioners are seeing improvements in M&A performance.

The question, "Who should we pull into project X?" has traditionally been quickly answered at the onset with limited consideration given to the diversity of the team’s perspective and expertise. 

Often the deal teams expand from the initial stages based on the availability of professionals, with little regard for...

Purchasing assets from an insolvent entity on a truncated timeline with limited due diligence and no indemnities is not a process for the financial faint of heart. 

The use of reps and warranties insurance in bankruptcy sales may help both debtors and asset purchasers, according to a new paper from Seyfarth Shaw. 

Transactions that are executed under Bankruptcy Code section 363 can provide a higher value for debtors while simultaneously providing...

Throughout the Intralinks Virtual M&A Summit there was a consensus that the functioning of the financial markets makes this period different from the 2008-2009 economic decline.

Nonetheless, dealmakers are strained to evaluate M&A as the highest and best use of capital, if valuation declines make this an opportune time to approach targets, and whether to continue inflight deals.

A recommendation, that was echoed by many of the participants, was to consider more structured tools for...

Divestitures represented almost two-thirds of strategic deals, by value, during the past decade.

The authors of this study, from the consulting firm Bain & Co., look at divestitures as opportunities to release, “the time, talent and energy tied up in nonstrategic businesses”.  They also point to the freeing of capital for higher growth pursuits as they study companies that use divestitures more often.

Their research on M&A value creation over the past two decades shows that...

Margot Miller is currently the head transactional lawyer at Anheuser-Busch InBev, in addition to her responsibilities for securities and antitrust.

Miller discussed a number of current antitrust considerations and also offered perspective on negotiation methods including...

M&A is a tough business, especially when an acquisition target requires a turnaround to reach profitability.

Around 40% of M&A deals require some type of turnaround, whether because of minor problems or other crises, by the buyer to improve the underlying value of the target company. This study analyzes large deals where...

This session considered tax issues in due diligence, the tax benefits of various M&A structures, and looked at key tax provisions in acquisition agreements. 

The participants Lee Morlock, Esq., Partner at Kirkland & Ellis; Gene McCluskey, Vice President, Tax at CF Industries; and Michelle Baxter, Senior Director, Tax Planning & International Tax at Fortune Brands Home & Security offered perspective on recent tax developments that may impact transaction planning and explored the increasing use of...

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

Al Ansari is an M&A veteran, having worked on more than 80 acquisitions and divestitures worth an estimated $25 billion. Al has spent time on the deal team at Cisco, Gilead Science, Rambus, VMware, eBay, SanDisk, VeriSign, and Xilinx.

From his home in Silicon Valley, we connected with Al to learn more about his book Unraveling the Mystery of M&A Integration and Divestiture Success and some of the M&A approaches and methodologies...

Companies facing volatility may need to evaluate their existing corporate structural defenses and consider whether to prepare or adopt a stockholder rights plan, or “poison pill”, according to the authors of this timely paper.

To improve the prospects of a positive market and judicial review, defensive measures will likely need to be considered within their jurisdiction’s fiduciary framework and...

Frameworks for developing realistic synergy targets were debated during this session as the participants drilled into the interplay between term sheets and post-close operating dynamics, considered occasions for limited post-merger integration, contemplated variations in deals where there is a minority or venture investment, and considered approaches that may make a future divestiture feasible. 

Dawn White, Manager, M&A Integration - Corporate Development at Corning; Eileen Kamerick, Member, Board of Directors at AIG Funds, Associated Banc-Corp, Legg-Mason Closed-End Mutual Funds and Hochschild Mining; and Ken Kotylo, Vice President of Acquisitions & Corporate Development at Telephone and Data Systems (TDS) drilled into the interplay between term sheets and....

The global spread of the coronavirus has disrupted merger review procedures, as the authors of this paper explain. Dealmakers should expect delays in the antitrust review of notified transactions and material extension of prenotification reviews, with some non-U.S. agencies refusing to accept formal notifications.

Only a limited number of countries’ competition authorities have fully suspended activities, closed or announced an automatic suspension of review deadlines; additional suspensions are likely as the...

This session at the M&A Conference at the University of Chicago explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory reviews.

Chuck Webb, Senior Antitrust Attorney at FedEx; Gil Ohana, Senior Director, Antitrust and Competition at Cisco Systems; and Brendan Bowes, Associate General Counsel, Corporate, Securities and M&A at Archer Daniels Midland Company considered approaches for incorporating the risk of political and regulatory uncertainty into deal terms including 'best efforts' requirements, negotiating prospective antitrust remedies, and other...